Corporate Legal & Governance Secretary

Company Overview ZamGridCo is dedicated to modernizing and expanding Zambia’s national electricity distribution grid as part of the Grid Resilience Program. Following a pioneering debt-for-development agreement between the Government of Zambia and the African Development Bank, the company was established as a Zambian private entity limited by guarantee, operating on a not-for-profit basis. Based in Lusaka, ZamGridCo functions as an independent and legally distinct organization, tasked with reinvesting the financial benefits from the debt conversion into infrastructure upgrades and network enhancements. These efforts align with Zambia’s Integrated Resource Plan, Integrated Distribution Plan, and broader national energy sector reforms.

Job Title: Legal/Company Secretary Department: Legal Reports To: Chief Executive Officer Employment Type: Full-time position offered on a fixed-term contract basis.

Role Summary This position is a unique hybrid role integrating legal procurement oversight with corporate governance responsibilities. The Legal and Company Secretary is responsible for protecting ZamGridCo throughout the project lifecycle by mitigating legal, contractual, and regulatory risks. This includes ensuring the company enters into contracts on favorable terms, managing liability exposure, fulfilling statutory and regulatory requirements, and upholding compliance and integrity standards for development-financed programs. Additionally, the role serves as a key strategic advisor to the Board and senior management, facilitating effective board and committee operations, and assisting directors in fulfilling their governance and fiduciary obligations.

Key Responsibilities

1. Core responsibilities encompass legal oversight, procurement management, and grant-making processes.

a. Contract Lifecycle: Responsible for leading the preparation and negotiation of requests for proposals, grant agreements, partnership contracts, consultancy agreements, and memoranda of understanding. Ensuring the accurate mapping of “back-to-back” liability from ZamGridCo to project financing recipients is a key aspect of this role.

b. Due Diligence & Risk: Perform comprehensive legal due diligence assessments on prospective grantees and provide strategic guidance on selecting optimal legal structures for funding arrangements, including program-related investments, procurement contracts, RFPs, and grants.

c. Compliance: Provide guidance on regulatory constraints pertaining to non-profit organizations, data privacy mandates, and anti-terrorism financing regulations.

Governance & Company Secretarial The Governance & Company Secretarial function plays a vital role in ensuring compliance with regulatory requirements, maintaining corporate governance standards, and facilitating effective communication between the board, management, and stakeholders. Key responsibilities include overseeing board and committee meetings, managing corporate records, ensuring adherence to statutory obligations, and providing guidance on governance best practices. The position requires a thorough understanding of corporate law, regulatory frameworks, and governance principles, along with strong organizational, communication, and analytical skills. Additionally, the role demands meticulous attention to detail, the ability to manage multiple priorities, and a commitment to upholding ethical and professional standards.

a. Corporate governance: A strong grasp of corporate governance frameworks and industry best practices is essential, along with familiarity with Board and committee processes. This role involves drafting Board charters, governance policies, and annual governance reports, as well as providing guidance to directors on their governance responsibilities and fiduciary duties.

b. Board Administration: You will be responsible for coordinating board and committee meetings, developing detailed agendas, compiling comprehensive board packs, drafting accurate minutes, and monitoring action items and board resolutions. Additionally, you will ensure timely submission of annual returns to the Patent and Companies Registration Agency (SACRA).

c. Statutory and regulatory Compliance: Maintain statutory registers and compliance schedules, submit annual returns and resolutions, and serve as the primary liaison for regulatory bodies. Additionally, oversee the organization’s delegated authority framework.

Here’s a professional version of the paragraph: “Provide specialized guidance in risk management and strategic advisory services to support organizational decision-making and long-term planning. Collaborate with leadership to identify, assess, and mitigate risks while aligning strategies with business objectives. Deliver actionable insights and recommendations to enhance resilience and drive sustainable growth.”

a. Risk Management: Develop and implement internal compliance frameworks, maintain oversight of the risk register, and provide strategic guidance on insurance and procurement matters.

b. External Counsel: Cultivate and maintain strategic partnerships with external legal firms to secure cost-efficient solutions for complex legal matters.

Qualifications

Required:

1. Education: LL.B. (Bachelor of Laws) degree holder and a duly qualified Advocate of the High Court of Zambia.

2. Experience: 6 to 8+ years of post-qualification experience (PIE) at the Zambian Bar is required. A background in legal practice, corporate and commercial law, or in-house positions within regulated, infrastructure, energy, or public-sector entities is required. Familiarity with development-finance or multilateral-funded transactions and their associated compliance obligations is considered advantageous.

3. Legal and analytical skills: Strong expertise in legal and policy analysis is required, including the capacity to interpret legislation, regulations, and contracts, and subsequently provide clear, actionable guidance to the Board and management. Demonstrated proficiency in legal drafting, contract negotiation, legal risk assessment and mitigation, as well as the ability to instruct and oversee external legal counsel, is essential.

4. Legal and analytical skills: Strong expertise in legal and policy analysis is required, enabling you to interpret legislation, regulations, and contracts while distilling complex legal concepts into clear, actionable guidance for the Board and senior management. Demonstrated proficiency in legal drafting, contract negotiation, legal risk identification and mitigation, as well as overseeing and instructing external counsel, is essential.

Skills & Competencies:

1. Solution-Oriented: Proven capability to progress from problem identification to delivering pragmatic, risk-informed solutions.

2. Mission-Aligned: A sincere passion for the organization’s mission, such as combating climate change or alleviating poverty, is essential.

3. Stakeholder Management: Requires strong interpersonal skills to effectively engage and collaborate with Board members, stakeholders, donors, and program teams.

To apply: Please forward your curriculum vitae along with a concise cover letter that outlines your experience in administering conditional funding instruments, such as grants and service contracts. Email: [Click the Apply button below to apply, and Create my CV to build a CV tailored to this offer, professionally] . Please include the specific job title you are applying for in the subject line of your application email.

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